Terms Of Service
We are Pierce Protocols Limited trading as HENI (“HENI” “we” “our” or “us”), a limited liability company registered in England and Wales under company number 05613954. Our registered office is at 126-134 Baker Street, London, England, W1U 6UE and our VAT number is GB 880 0793 13.
You can contact us at [email protected].
ABOUT US AND THESE TERMS
We provide a service for purchasing original works of art (each an “Artwork”). Buyers can apply to buy an Artwork via our website at https://heni.com/primary (“Site”).
This Terms of Service is a binding agreement that governs your access to and use of the Site, the purchase of Artworks from us together with your use of the software and services provided by us in connection with such purchase (collectively the “Service”).
You may apply to purchase Artworks during the application period listed on the Site or as otherwise notified to you by us. We will allocate the Artworks upon the expiry of the application period. The number of applicants may exceed the number of Artworks available and allocations will depend on availability. We will notify you of the outcome of your application as soon as reasonably practicable.
If your application is successful, we will notify you with details of the Artworks allocated, the total price inclusive of VAT (where applicable) and delivery charges, and instructions as to how to pay.
You must complete your purchase within the time period stated in the notification. If you do not complete the purchase within such time period you will no longer be eligible to purchase the applicable Artworks.
WHEN WE ACCEPT ORDERS
Unless we have notified you that we do not accept your order or you have cancelled your order in accordance with the cancellation procedures set out below, our acceptance of your order will take place when we notify you that the Artworks ordered by you are ready to be dispatched, at which point a contract will come into existence between you and us.
We may be unable to accept your order. This might be because we are unable to obtain authorisation for your payment or you have not complied with the information requirements referred to below.
You may be required to provide certain identification information and documents, including to complete 'Know Your Client' ("KYC") checks before you can complete your purchase of an Artwork. We will notify you by email with instructions related to the KYC process, if applicable. The KYC checks may be carried out by a third-party provider and you agree to accept their terms and conditions in order to complete the checks. Such terms and conditions shall govern in the event of a conflict with this Terms of Service. If you are notified by us that you are required to complete the KYC process, you may not complete your purchase of an Artwork until the KYC process is complete. Failure to complete the KYC check in the time we specify or failure to pass the KYC check may result in the rejection of your order, even if we had previously informed you that it had been accepted.
In addition to the initial KYC checks, we may also require you to provide additional information and/or documents at any time, including, but not limited to, the source of funds used for your purchase if we determine that this is required (i) in order to comply with any applicable law or regulation (including those laws related to anti-money laundering) and/or (ii) at the request of any competent authority. If additional information and/or documents are required, we may, at our sole discretion, suspend or cancel your transaction until such additional information and/or documents are reviewed by us and accepted as satisfying the requirements of the applicable law. Failure to provide such additional information and/or documents in the time we specify may result in the rejection of your order, even if we had previously informed you that it had been accepted. We may also determine that the contents of such additional information and/or documents require us to reject your order.
You acknowledge and agree that you are acting on your own behalf, and not as a broker, agent, employee or contractor of any other party. You acknowledge and agree that the funds to be used for the purchase of an Artwork do not originate from a person subject to financial sanctions or constitute or represent any person's benefit from criminal conduct and that at least one of the following statements is an accurate representation as to the source of these funds: (i) the source is your own personal income derived from employment, property or asset Services, investments or profit distributions from a business; (ii) the source is a gift or a loan; or (iii) the source is inheritance.
DESCRIPTION AND CONDITION OF ARTWORKS
You acknowledge that Artworks may not be in perfect condition and may show signs of damage, restoration or repair, wear and tear or other imperfections. We are not able to and do not carry out detailed condition checks or due diligence on each listing. Any reference to condition in a listing will not amount to a full description of the condition of the Artwork. Descriptions may refer to particular faults but an Artwork may have other faults or imperfections that are not expressly referred to in listing. Notwithstanding the foregoing, we shall exercise such reasonable care when making statements in listing descriptions.
We will take all reasonable care to ensure that prices of Artworks appearing on our Site are correct at the time that the relevant information is entered onto the system. Although we aim to keep the Site as up to date as possible, the information on the Site at a particular time may not always reflect the position exactly at the moment when you place your order.
Please note that all dimensions are approximate and illustrations and images are for identification and illustrative purposes only. Whilst we make every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the Artwork. Artworks purchased may vary from the images shown.
You acknowledge that descriptions of Artworks are not warranties and that each Artwork is sold ‘as is.’ Information provided in respect of any listing, including in the online listing descriptions and emails and whether written or oral is a statement of our opinion and not a representation of fact.
The intellectual property rights in each Artwork is owned by the artist who created it, or any third party to whom such rights have been transferred by the artist, and you shall have no right, title or interest in or to the intellectual property rights in any Artworks purchased by you using the Service.
PRICE AND PAYMENT
All prices and charges are shown in United States Dollars. The actual amount to be paid in your home currency will be determined by the exchange rate used by your bank when you are actually charged. We are not responsible for any exchange rate fees charged by your bank, and such amounts are not charged by or received by us.
The purchase price of each Artwork will be the price indicated on the Site.
All prices indicated on the Site are exclusive of any applicable VAT payable in connection with the Artwork. If any such VAT applies, it will be charged in addition to the purchase price, at the current rate unless otherwise stated.
The costs of shipping the Artworks will be payable by you and will be notified to you during the order process and before you place your order.
In addition to the amounts payable to us, you are responsible for paying any taxes, customs duties and fees levied by local customs authorities ("Import Duties and Taxes") which are triggered when the Artworks are shipped to the country you designate. Where Import Duties and Taxes are due, you are solely responsible for paying them. We do not collect and pay Import Duties and Taxes on your behalf. You will need to pay any amounts due directly to the applicable customs authority. We are not able to offer any guidance on Import Duties and Taxes and we recommend that you contact your local customs office for details. Failure to pay the applicable Import Duties and Taxes means you may not be able to receive your Artworks. We will have no liability to you in such event.
It is possible that, despite our best efforts, some of the Artworks on the Site may be incorrectly priced. If we accept and process your order where a pricing error could reasonably have been recognised by you as a mispricing, we may end the contract, refund to you any sums already paid and require that you return the Artworks to us.
Payment may be made by bank transfer to the bank account details notified by us to you or by cryptocurrency payment methods in accordance with clause 8 below or by such other payment methods as are notified by us to you. You must pay for the Artworks before they are dispatched to you.
How to pay with cryptocurrencies
We accept payments in cryptocurrencies. The cryptocurrencies we currently accept are Bitcoin, Ether and USDC, although this may change at any time.
Before you can pay with cryptocurrency, you will need to get some of the applicable cryptocurrency and store these in a wallet. You must transfer the cryptocurrency funds to the address supplied on the invoice.
The purchase price in USD will be converted into the relative value of the applicable cryptocurrency at the time the invoice is generated.
How much cryptocurrency is required: You must send the exact amount of cryptocurrency that we ask for. If you send less or more than that amount, we will issue a refund and you will need to repeat the checkout process. We cannot guarantee that you will get the same price in cryptocurrency for the repeat payment because the conversion rate may have changed.
How soon must the payment be made: once you choose to pay with cryptocurrency, you must send it within the timeframe displayed. If you do not send it within this timeframe, the conversion rate may have changed and will need to be refreshed in order to complete the payment.
Transaction fees: The purchase price is exclusive of the transaction fees that are payable if you choose to pay with cryptocurrency.
Every cryptocurrency transaction must be added to the blockchain in order to be considered successfully completed or valid. Transaction fees are payable in order to validate transactions and add them to the blockchain. Transaction fees are paid to miners on the Bitcoin and Ethereum networks. We do not receive any transaction fees nor do we have any control over how much you need to pay when you make the transaction.
You can choose the amount of the transaction fees to pay but the lower the fee, the longer it will take for the transaction to be confirmed. See also below. We suggest using your wallet's recommended transaction fees.
Confirmation of transactions: When you make a transaction using cryptocurrency, it goes into a pool of unconfirmed transactions. A transaction is considered unconfirmed until it has been included in a block on the blockchain, at which point it has one confirmation. Each new block added to the blockchain is another confirmation for your transaction. A specific number of block confirmations is required in order to consider a transaction final. The number of block confirmations required to consider a transaction final will vary depending on the applicable cryptocurrency. We require 6 confirmations for Bitcoin and 35 confirmations for Ether or such other amounts as may be notified by us to you.
The length of time it takes to get the required number of block confirmations will depend on the amount of transaction fee that you have chosen to pay. The less you choose to pay, the longer it will take for your transaction to be confirmed. We do not have any control over the timeframe for confirmation of your transaction.
If the required number of block confirmations have not taken place 5 days after the date on which you made the transaction, we will not accept your order. If the cryptocurrency arrives in our wallet after this date, we will issue a refund.
Transactions sent to the incorrect wallet address: You must send the cryptocurrency to the address that we give to you. Since transactions are irreversible on the blockchain, if you make a mistake and it goes to the incorrect address, you will lose the cryptocurrency and the order cannot be accepted. It is your responsibility to make sure that you send the cryptocurrency to the correct address. We are not liable for any failure to send the cryptocurrency to the correct address.
Conversation rates for refunds: If you qualify for a refund under our refund policy, you will be refunded using USD as the base currency for the purchase price (including VAT where applicable), converted into the applicable cryptocurrency at the current rate at the time we issue the refund (and not at the time the refund is requested or when we confirm that a refund will be issued).
We do this to ensure that the equivalent USD amount you pay at the time of purchase is also returned to you in cryptocurrency. In order to protect both you and us from fluctuations in the cryptocurrency rate, we do not refund at the cryptocurrency rate in force at the time of purchase. This could mean that you receive more or less cryptocurrency than the amount you paid at the time of the transaction. However, the USD value will still be the same.
Transaction fees payable for refunds: If an order made by cryptocurrency is not accepted or cancelled and a refund is issued, we will incur transaction fees when we issue the refund. You will not be liable to reimburse us for the transaction fees if we are not able to accept your order but payment has already been made and this is not due to any act or omission by you e.g. there has been a pricing error on the site.
You will be liable to pay the transaction fees if any of the following apply: (i) you exercise your right to cancel an order in accordance with clause 10; (ii) we need to issue a refund because you have sent the incorrect amount of cryptocurrency (see above); or (iii) the required number of block confirmations needed to confirm a transaction did not take place before the expiry of the 5 day time limit (see above) in which case we will deduct the applicable transaction fees from the amount to be refunded.
DELIVERY OF ARTWORK
We will deliver your purchased Artworks to you by no later than four weeks after the date on which the contract is formed, unless otherwise stated. Delivery will only be made once full payment for the Artworks has been received from you. We are not responsible for any delays or additional charges resulting from destination customs clearance processes. Timing may be impacted by Covid-19 restrictions or delays.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Terms of Service that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”). If an Event Outside Our Control takes place that affects the performance of our obligations under the Terms of Service (i) we will contact you as soon as reasonably possible to notify you; and (ii) our obligations under the Terms of Service will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Artworks to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
Orders shall be delivered to the address indicated by you at the time of ordering, save that we will only deliver to those countries found on the list shown on our Site at the time of ordering or as otherwise notified by us to you, and we do not deliver to P.O. boxes. We cannot be liable for any loss suffered by you as a result of you supplying us with incomplete or inaccurate delivery information. We are unable to redirect orders once the Artworks have been dispatched.
In the event that no one is available at your address to take delivery, a notice shall be left informing you of how to rearrange delivery or indicating from where the Artworks may be collected. If you do not take delivery or collect the Artworks within a reasonable time, we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and charge you a reasonable amount by way of compensation for the costs that we incur as a result.
CANCELLATION AND RETURNS FOR CONSUMERS
If you are a consumer you have a legal right to cancel your order at any time prior to delivery or within 14 days of delivery having been made (starting with and including the day after you receive the Artworks). This right, under the Consumer Contracts Regulations 2013, is explained in more detail in these terms.
To exercise your right to cancel, please contact us before the end of the 14 day period informing us of your wish to cancel and providing details of your name, address, contact details, customer order number, the date on which your order was placed and the Artwork to be returned. You may use the cancellation form in the Schedule to this Terms of Service, but you do not have to. Any notice given by you after the 14 day time limit will not be effective to cancel your order.
If you cancel your order after the Artworks have been dispatched to you (or at a time when it is too late for us to prevent them being dispatched), you must return them to us at Pierce Protocols Ltd, 29-35 Lexington Street, London, W1F 9AH (or such other address as we may specify) by recorded delivery within 14 days of notifying us that you wish to cancel the contract. You must retain the recorded delivery receipt for your own purposes in order to provide proof to us that you have returned the Artworks should this be required. You are responsible for ensuring that the Artworks are adequately protected during transit, bearing in mind their nature and value. Artworks must be returned in a saleable condition. We ask that you return the Artworks in the same packaging.
If you exercise your right to cancel set out in this clause, you must pay the costs of return.
If you exercise your right to cancel, we will refund you the purchase price and delivery costs but subject to any applicable deductions as described in clause g) below. The refund will be made to you by the method you used for payment. All refunds will be made in United States Dollars. The actual amount to be paid in your home currency will be determined by the exchange rate used by your bank when you are actually charged. All currency exchange fees, remittance fees or other charges payable in connection with payments by you shall be borne by you.
In calculating the amount to be refunded to you:
the maximum amount that we will refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer.
ii. we may make deductions to reflect any reduction in the value of the Artworks that is the result of unnecessary handling of the Artworks by you. If we make the refund to you before we are able to inspect the Artworks and later discover that you have handled them unnecessarily, you must pay us an appropriate amount.
We will process any refunds due to you within 14 days from the day on which we receive the Artwork back from you or, if earlier, the day on which you provide us with evidence that you have sent the Artwork back to us in accordance with this Terms of Service. We will notify you by email once your refund has been processed.
Nothing in this clause affects any of your rights to reject Artworks other than in accordance with your right to cancel under this clause. If you wish to exercise a right to reject an Artwork, you must notify us and return the Artwork to us in accordance with clause 10 c).
OWNERSHIP AND RESPONSIBILITY
You will own the Artworks from the time when the contract between you and us is made. Ownership will immediately revert to us if we refund the price you have paid for the Artwork.
The risk in and responsibility for the Artworks will transfer to you from the time we deliver them to the address provided by you (or if we agree that you may commission a carrier rather than selecting one from a range offered by us, risk transfers to you on delivery to that carrier).
You are responsible for insuring the Artwork from the point at which risk transfers to you.
If you have any questions or complaints about the Artworks or our services please email us at [email protected].
USE OF OUR SITE AND SERVICE
We are the owner or the licensee of, or have a valid right to use, all intellectual property rights in the Service and in the images, photographs, illustrations and other content created by us or for us or featured in connection with our Service (including the look and feel, design and graphics of the Site). All such rights are reserved to us. Except as permitted by law, you must not reproduce, distribute, transmit, disseminate, create derivate works of, perform, display or otherwise use in any way any material (or part thereof) on our Site or obtained via our Service.
If your use of the Service breaches this Terms of Service, your right to use our Service will cease immediately and you must, at our option, return or destroy any copies or other infringing material so created.
We may update and change the Service from time to time, including making changes to the Artworks available via it, and do not guarantee that the Service, or any content on it, will always be available or be uninterrupted. Access to the Site is permitted on a temporary basis and we may suspend, withdraw, discontinue or change all or part of the Service (including the Site) without notice to you. We reserve the right to restrict the availability of all or part of the Service at our discretion. We shall not be liable to you or any third party for any modification to or withdrawal of the Service.
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to the Site on any website that is not owned by you and you must not frame the Site on any other website.
We reserve the right to withdraw linking permission without notice.
Where our site contains links to other websites and resources provided by third parties, these links are provided for your convenience and information only. Such links should not be interpreted as endorsements by us of those linked websites. We have no control over the contents of those websites and disclaim any liability, and accept no responsibility, for the content of any website referred to or accessed through our site.
If you choose, or you are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential and must not disclose it to any third party. We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms of Service.
If you know or suspect that anyone other than you knows your username or password, you must promptly notify us at [email protected].
References to liability in this clause 14 include every kind of liability arising under or in connection with this Terms of Service including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
No provision in this Terms of Service shall be deemed to exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence, our liability for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.
Subject to clause 14 b) our total liability to you in connection with the sale of an Artwork shall be limited to the total amount actually paid by you for the Artwork.
Subject to clause 14 b), under no circumstances will we be liable to you for: (i) any loss of profits, sales, business, or revenue; (ii) loss or corruption of data, information or software; (iii) loss of business opportunity; (iv) loss of anticipated savings; (v) loss of goodwill; or (vi) any indirect or consequential loss.
All Artworks, information and services made available through the Service are provided on an “as is” and “as available” basis. We are not responsible for the correctness of any statement of whatever kind concerning any listing, whether written or oral, nor for any other errors or omissions in description or for any faults or defects in any listing.
We do not give any representation or warranty or assume any liability of any kind whatsoever, express or implied, in connection with these Terms of Service, the Site, the Service or any Artworks including with regard to provenance, description, size, non-infringement, medium, value, condition, restorations, exhibitions, rarity, historical relevance or attribution, except to the extent such representations and warranties cannot be excluded under applicable law, and no statement anywhere whether oral or writing shall be deemed to be such a representation or warranty.
The laws of some countries do not allow some or all of the disclaimers, limitations or exclusions described above. This is especially so if you are a consumer. If these laws apply to you, some or all of the above disclaimers, limitations or exclusions may not apply to you and you might have additional rights.
We are not responsible for any loss caused by or resulting from confiscation of a shipment of purchased Artworks to any foreign country or state or risks of restricted transportation by any government or authority.
We shall have the right, but not the obligation, to cancel a sale without notice to you if we reasonably believe that completing the sale is or may be unlawful or that the sale puts us under any liability to any third party or may damage our reputation. Upon notice of our election to cancel the sale, you will promptly return the Artworks to us and we will then refund the total amount paid by you to us in respect of the sale. The refund shall constitute your sole remedy and recourse against us with respect to such cancelled sale.
We may amend these Terms of Service from time to time. Every time you wish to use our Site, please check these Terms of Service to ensure you understand the terms that apply at that time.
We may transfer any of our rights and obligations under this Terms of Service to another organisation. You may only transfer your rights or obligations under this Terms of Service if we agree to this in writing.
This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.
If a court invalidates some of this Terms of Service, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.
If you breach this Terms of Service and we take no action against you, we will still be entitled to use our rights and remedies in any other situation where you breach this Terms of Service.
Each of the clauses of these Terms of Service operates separately. If any part of these Terms of Service is disallowed or found to be ineffective by any court or regulator, the other provisions shall continue to apply.
This Terms of Service and its subject matter and formation (and any non-contractual disputes or claims) shall be governed by the laws of England and Wales.
Any disputes relating to this Terms of Service shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
MODEL CANCELLATION FORM
(Complete and return this form only if you wish to withdraw from the contract)
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following Artworks [*]/for the supply of the following service [*],
Ordered on [*]/received on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),